MarvelDC Crossover 1
by Mandalore Jaig
Summary: Galactus and Brainiac team up to attack the Earth of the DC Universe. It's up to Wraith, a reality hopping trainer for both Marvel and DC universes, to assemble a team and save the DC universe.


DC Marvel Crossover

Galactus was hungry. He hadn't eaten in days. He had recently been defeated by the Fantastic Four and had been forced to promise not to consume the Earth. The idea of not being able to devour a planet so full of energy gnawed at his mind, but he had promised. Then an idea struck him. He had promised not to devour this Earth, but there were an infinite number of Earths throughout the multi-verse, and he had the power to go to them. Nothing was beyond the reach of the Devourer of Worlds.

But it would have to be a reality much different from this one. He was tired of fighting the same groups over and over. He would find a reality without a Reed Richards, Avengers, or the Shi'ar Empire, all of whom had caused him problems. So he searched his vast knowledge and found a reality that was vastly different, but still similar. He had never visited it, but there was still an Earth that was so full of energy and life. He almost smiled as he winked out of existence in the blackness of space.

He reappeared nearby a very similar looking earth. He could sense the amount of life and energy on the planet. He couldn't wait to sample it. As he drew nearer to Earth, several small dots began to appear. He gazed at them. Some were space ships and others were flying humanoids. They called out to him via many different techniques and alien languages. "We are the Justice League. What are your intentions here?"

Galactus boomed, "Prepare yourselves. For today I, Galactus, have come to slack my hunger on you." They immediately opened fire on him.

Their attacks did little more than annoy him. Superman flew straight at him and began to pummel him with his amazing strength. It was ineffective. Green Lantern, the Martian Manhunter, and many others gave their all to address this threat, but were having no visible effect. Galactus grew tired of them and swatted them away. His arm was larger than most sky scrapers and yet it moved with incredible speed.

Galactus prepared to release his energy absorbing machines that would consume the planet, when new players entered the equation. It was Doctor Fate and the Phantom Stranger. Together they began to weave a spell. A ball of energy encased them and the heroes of Earth. Galactus fired energy beams from his hands at them, but to no effect.

The Phantom Stranger spoke to Doctor Fate, "We do not have the power to quickly subdue him or protect Earth from his attacks for long. Another course of action must be chosen."

"Then he must be removed from the immediate area. We will need time to discover what to do about this threat. Several light years may be required. This enemy moves swiftly."

"Agreed," said the Stranger. "You prepare the spell, and together we will power it."

Fate began to weave symbols around himself. Galactus was trying to break through their magical shield with multiple attacks, but the Stranger maintained the shield, just barely.

"It is ready," said Fate.

"Then let us begin."

They combined their powers. A blast of energy went racing towards Galactus. It struck him and began to consume him. He slowly disintegrated.

Superman approached the two magicians. "Was he destroyed?" he asked.

"No," said Fate," we merely moved him to the far side of the universe. We fear he will return."

"Then we'd better start getting ready," said Superman.

Galactus reappeared in nearly empty space. Even the stars were dim. He frowned in irritation. He then attempted to teleport back, but found that he couldn't. There was strange energy surrounding him. He had no record of encountering it before. It appeared to be effecting his teleportation, but none of his other abilities.

It was then that he noticed another energy source. It was faint, but coming from a nearby asteroid. He approached it. There was a small ship attached to it.

"You come from Earth," said a transmission from the ship. It wasn't a question.

"Yes."

"I can detect the magical energy around you. The Justice League has defeated you."

"What do you know of this Earth and the beings that protect it?"

The ship released itself from the asteroid and floated towards Galactus. "Almost everything. It is my mission to acquire all data everywhere. What is your goal with Earth?"

"I will consume it."

"My scans show that you are powerful. Perhaps together, both of our goals can be accomplished."

"What is your name?" asked Galactus.

"I am Brainiac."

The League was training hard and organizing for the return of Galactus. Mr. Wraith and his personal bodyguard, Isaac Stephenson, had come to train some of the lesser known heroes. They had come through Mr. Wraith's transdimensional portal.

They had arrived in Mr. Wraith's Gotham offices. They met Raven, Red X, Static Shock, Blue Beetle, and Stargirl in the lobby. They had entered from different locations and used a teleporter to get to the offices in Gotham. This was to keep the place's ownership and use secret.

They went through the portal in the basement and entered a pocket dimension where Mr. Wraith's training facilities were located. There was a large structure. It was four stories tall and could fit about four football fields inside. Most of the building was one large room.

"We'll be running you through some trials," said Mr. Wraith. He was wearing a dark suit, had grey hair, and leaned on a cane. He appeared to be in his late fifties. The trainees were standing loosely in front of him. Isaac stood by his side. "Raven, you'll be going through a series of exercises to determine your reaction time against holographic opponents and the upper limits of your powers. They will be solid enough to hurt you, however, so don't hold back. There's a nuclear reactor outside that powers this facility. Energy fields will be created to protect the other trainees and the facility itself." He turned to Static. "I have something similar for you and Stargirl. Blue Beetle, we're going to get some readings on your suit. I need to know what all of your capabilities and weaknesses are before I can hone you all into more effective heroes. Now, if you four will please follow the lighted pathways, you'll be able to begin your individual testing."

Red X, Mr. Wraith, and Isaac were left alone. Red X spoke up "So what do you have in store for me? And when do I get paid?"

Mr. Wraith inhaled deeply, "While I appreciate that you are not here out of a desire to do good and save the world, understand that your attitude will not be tolerated. You will be paid, but you are under my authority. We contacted you with an offer to work for my company, and you accepted. Your capabilities must be determined. There is no room for rebellion here. Either be positive," he took a step closer to Red X and struck the floor with his cane, "or be quiet. Is that understood?"

"Yes, sir," he ground out.

"Excellent, then we can start working on your martial arts skills."

"Are you serious? I beat Robin, and he was trained by Batman."

Mr. Wraith gave him a tired look. "Then let us see what you are capable of. Attack me." Isaac and Red X gave Mr. Wraith a surprised look, but Isaac soon stepped away to give Red X room to attack.

Red X took up a fighting pose. Mr. Wraith stood completely straight with both hands on his cane. Red X came at him with a flying kick. Mr. Wraith side stepped. Red X landed on his feet and came again. This time he attempted a series of punches. Mr. Wraith again avoided most of them with apparent minimal effort. One he was forced to block.

Red X came again and again, but was never able to land a blow. Finally he became so frustrated that he used the abilities of his suit. He disappeared. Mr. Wraith resumed his ramrod straight pose. Red X reappeared to his left and slightly behind, a hard right hook already swinging. Mr. Wraith spun around, hooked his cane between Red X's legs and lifted him up and over his head, dumping him several yards away.

Mr. Wraith stood up straight again. "Batman was one of my first students." He nodded towards Isaac. "Mr. Stephenson will be your trainer for the time being. He knows quite a bit of martial arts and can teach you how to use your shuriken more effectively." Red X moaned in reply. Mr. Wraith turned to Isaac. "I'm going to see how Blue Beetle's analysis is going. You may begin training when he is ready."

Isaac nodded. "Yes, sir."

They spent the next few months working together. Time passed much more quickly in the pocket dimension than in the regular world. Only a few days had passed outside. There was a link to the Justice League for them to call incase Galactus showed up again. Mr. Wraith eventually had them working together so that they could have better practice at dealing with different personalities and techniques. They practiced incorporating each other's strengths to cover for each other's weaknesses. Mr. Wraith supplied them all with new gadgets. He gave them all with body armor. It could seal and contained a half hour of oxygen. It was fire, radiation, and bullet proof. It was climate controlled. It could take anything less than a fifty caliber round. The armor was hinged to allow for unrestricted movement and had servos to help with the added weight. Each armor was customized for each person and retained their overall costume design.

He had special batteries made for Static. They could store eight thousand volts and were the size of a standard brick. They could be used to store extra energy for Static to use or absorb energy when Static was being attacked.

He increased Red X's suit's capabilities. It could now go longer without needing to replenish its supply of xynothium. The energy beams attacks were made more powerful and had longer range. He did similar work for Stargirl. Her staff and cosmic belt were now much more powerful.

There was very little he could do for Blue Beetle. His tech was more advanced than anything Mr. Wraith had. He was able to give Blue Beetle some batteries like he had given Static so that he would have more energy to draw from, but they unfortunately wouldn't collapse down with the rest of his armor. However, they would still be useful when they needed an added punch.

At last Mr. Wraith felt that they had covered enough for the time being. They were all starting to get sick of each other and needed to spend some time with their friends and families. They all entered the basement of Mr. Wraith's Gotham offices, taking their new equipment with them.

Mr. Wraith pressed a button on a nearby phone for his secretary. "Susan, you may call the next batch of heroes now." There was no response. "Susan?" Mr. Wraith looked to Isaac.

Isaac turned to the heroes. "Spread out, but stay in visual range of each other. Beetle, you take point." It was similar to some of the scenarios they had practiced.

Beetle had the scarab scan for any enemies or energy signatures. At first there were none, but as he looked up he started to see them on every floor. He spoke into his comlink. "There's nothing in the building. Everyone is gone, but there's lots of weird residual energy. The scarab is saying something about the Phantom Zone."

"Everyone be careful," said Mr. Wraith. "It sounds like we're probably dealing with Kryptonians. The Phantom Zone is their work."

They searched the entire building, and found nothing. They met up on the top floor, in Mr. Wraith's office. "The satellites are down," said Mr. Wraith, from his office chair. "I can't even get a hold of the Watchtower."

"Neither can I," said Blue Beetle. He looked out the window. "Ah, sir?"

"Yes?" said Mr. Wraith.

"Those energy signatures are all over the city, and I'm not picking up any heat signatures that could be human." Blue Beetle turned from the window. "Everyone is gone."

A red light flashed to life on Mr. Wraith's computer. "Someone is trying to access our files from the server room." He pushed some buttons. A live feed came up. The room was empty except for a slight magnification by the server terminal. It appeared to be a grey blob. "Beetle, scan the room down there. Find out what that is."

"Yes, sir." He flew out of the room and pried open the elevator doors. He flew down the shaft.

"Slowly, now Beetle. I don't want whoever is doing this to detect you," came Mr. Wraith's voice over the comlink.

The Blue Beetle walked cautiously into the room. His armor sent an image of what he was seeing to Mr. Wraith's computer. "Magnify it," said Mr. Wraith. The image zoomed in until tiny robots with symbols on them appeared. They each had a green symbol on them. It was of three round dots with two lines connecting them. "Brainiac!" yelled Mr. Wraith. "Get back up here Beetle! Before they notice you!"

Beetle turned quickly and fell. He scrambled to get up and raced back for the elevator shaft, but none of the robots seemed to take notice of him. He made it back to Mr. Wraith's office.

"What's going on?" asked Raven.

Mr. Wraith was standing with his arms behind his back and looking out the window. "Brainiac is attacking the Earth and stealing all of its knowledge. I'm guessing that he has sent everyone on Earth to the Phantom Zone. We're probably all that's left to stop him," said Mr. Wraith forlornly.

"I must congratulate you on your systems," said Brainiac. His ship and Galactus were in orbit, far above the Earth. "You were able to convert those asteroids into my nanobots very quickly. You seemed to grasp the idea of Phantom Zone projectors and the process of minimizing them very easily."

"How long until you are done acquiring all knowledge on Earth?" asked Galactus impatiently.

"A few hours. Whereas the nanobots are numerous and very useful, their capability for holding information is limited. Although, if you shared your knowledge with me the process might become more efficient."

Galactus turned towards him and eyed him suspiciously. He then spoke. "Do not think that I trust you. When you have completed your data acquisition, you may leave. I tolerate you for your usefulness." He turned back to gaze at the earth. "But do not think that if you attempt to harvest my knowledge that I will hesitate to grind you to dust and feed on you to whet my appetite." Brainiac's eyes narrowed, and he too looked back at the Earth.

-

_Sometime earlier…_  
The wind shrieked in his ears. Isaac was not one given to complaining, but this was ridiculous. Rain whipped into his face and slowly soaked his jacket, sending an undesired chill through his skin. He shook his arms and grunted.

"Figures."

He rose from the cheap folding chair he occupied and took three steps forward. In the distance he could see the skyline of the city, hundreds of thousands of twinkling lights and a choked glow on the clouds behind. It was one of those sights that surprised him… not many of those these days.

He turned, walked past the chair and into the short cabin. The space was small, perhaps ten feet square, but ample considering he was the sole occupant. He shut the door and lit an oil lamp, then seated himself on the cot in the corner.

He was about thirty years old, with grey-blue eyes and brown hair. His features were not stunningly handsome, but he didn't care much. About six feet tall, perhaps two hundred forty pounds, he almost looked too husky for his occupation. Bodyguards and combat instructors were not typically built like him, but he was not typical in any sense of the word. His clothes seemed out of date… long sleeved shirts with full sleeves, waistcoats, long jackets, high boots, and his ever-present silver pocketwatch. He carried himself with an air of airy contemplation, even slight embarrassment in his surroundings (no matter where he found himself), but his set mouth and firm brows betrayed a deeper sense of awareness and a razor sharp drive to fulfill his mission, whatever that may be.

He reached into the corner and pulled a sword to his lap. Elegant, carefully forged, it looked like something out of an old swashbuckler movie. Flat blade about an inch long, classic swept-hilt of a pappenheimer styled rapier, set with a bone handle and silver inlay on the hilt. He drew it and carefully inspected the edge, and satisfied, replaced it in it's sheath and then in the corner.

Bloody rain. He liked rain usually, but he was in a hurry and so it irritated him. Hurry?! Very funny. He was sitting in a wooden box two miles outside the city, waiting for a call. But that call would change everything for him… it could change everything for everyone.

Isaac gripped his jaw in one hand and blew out a long, tired breath. This rain reminded him of a similar night in a similar world… who knows how many galaxies away that was?

"Wraith certainly knows. Hehe…" he chuckled.

He had met Mordecai Wraith by accident when Professor Charles Xavier was giving a small private dinner to members of his inner circle. While Wraith was not, perhaps, a member of that circle, he certainly commanded the Professor's respect; not an easy thing to do for anyone. He had opened the hall doors and seen this fellow standing there… short grey hair, high topped boots (military grade, he was certain) and a limp, bedraggled remnant of a toothpick hanging from the corner of his mouth. He had locked eyes with Isaac and instantly communicated his ability to lead, command, and instruct. Isaac was not necessarily easily impressed on first acquaintances, but Mr. Wraith had done just that.

After that evening he didn't see the man again for nearly a year. Then one evening the Professor called him into his study.

"Isaac, I have a favor to ask of you. It's not going to be easy, but it would mean the world to me."

"No problem, professor. It's the least I can do."

"Do you remember a man who came hear last autumn for a meeting I held? Mordecai Wraith? Military man, drill sergeant, in fact… as I recall, you and he spent a good portion of the evening discussing the finer points of a rolling fireline…"

Isaac smiled. "I do indeed. He is an intriguing fellow."

"Well, I received a message from Wraith this morning. He needs a helping hand. You must understand that I have never had this sort of request from him before… why he's coming to us, I don't know. But he asked for someone with competent hand to hand combat skills. I thought about asking Logan, but…"

"Logan's attitude may or may not be an issue?"

"Precisely. And while he has a special place in our organization, I think your particular abilities are far more in line with Wraith's immediate needs."

"No problem, professor. Just give me an address."

The professor looked past him and smiled. "Mr. Wraith, we need an address, if you would."

Isaac spun around and faced the Sergeant. He was smiling.

"Mr. Stephenson… may I call you Isaac? I'm looking forward to seeing your talents in action."

That was the first time. There were many more, so many that Isaac took up residence near Wraiths' base of operations and eventually became a sort of self-appointed bodyguard. Wraith was a telepath, as well as one of the finest martial artists in the world, and he had a gift for innovation and technological niceties that made him a valuable addition to any team. And, as his independent services became more and more valued and demanded, so too was Isaac's philosophical approach to military tactics. He earned a name for himself with his swordplay and was able to take on a few students on the side.

Then one afternoon he found himself walking in a rock garden with Wraith. Not a usual pastime of theirs, but it was the only place where they could find a moment to consult alone.

Wraith had detected an anomaly. "I can't be sure, of course, but if you follow any pattern he's set…"

"I can't believe it. Why would Galactus bother with our humble planet?"

"He has to feed. He's always hungry. And this is as good an entrée as any."

"What are we going to do?"

"I've contacted some people. But we might not need to do anything… I have a feeling it's already in hand."

The rest was history. Galactus had been transported into another corner of space, of time… perhaps even another dimension. Isaac didn't bother with details of that nature… Wraith was capable of that without him. Isaac was, however, concerned when they received a call from another plane of existence, through a bizarre looking and, Isaac thought, scary machine that Wraith kept locked up in his 'inner sanctum'. It was from something called the League… Wraith seemed to know exactly who they were and what they wanted, and that was enough for Isaac. He didn't ask many questions if he could help it. He just wanted to help when he could.

Wraith told him to pack light. That meant, in Isaac's opinion, his sword and pocketwatch. The rest would stay behind.

Isaac sat bolt upright. The rain hadn't stopped, and the clouds were darker than ever. But there was an electronic beeping in his left ear. He tapped his lobe and said,

"Mr. Wraith."

"Stephenson." The sergeants' now familiar voice was surprisingly soothing. "We're ready. The league needs us now. It looks like HE might be in orbit. Meet me at the rendezvous, we need to get to their HQ and start work right away. I'm probably going to need you to train some of the newbies."

_Present day…_

As a probationary member of the Justice League a young hero has many responsibilities. Monitor duty being the least sought after one. But someone had to keep their eye on the ball and on a holiday like the 4th of July only the least senior members of the League would be required to do it. Shift knew all of this and yet, unlike his peers, had been unable to leave the Watchtower before the Monitor roster was called.

"You have got to be joking. Oh right, I forgot. You never joke." The teen shape-shifter spat. His anger was directed at none other than J'onn J'onzz. The Martian Manhunter.

"No one else is available. This is a responsibility that must be fulfilled or the consequences will be significant." Shift narrowed his eyes at his "boss" until he heard a conversation behind him.

"...my tattoo?"

"Of course baby. I'm a time traveler. All I have to do is go back to the night you got it and tell you not to get it." The people talking turned the corner putting them in Shift's line of sight. It was Booster Gold and an attractive blonde in an evening dress.

"But wouldn't that cause a paradox making the time stream unstable?" said the woman as they walked to the teleport platform.

"Oh that? Simple fix. All you need to do is-" Booster Gold was cut off by the teleportation process and Shift missed whatever he'd been about to say. The teen turned a questioning eye on the Martian.

"So, Booster Gold gets to skip out and I don't? He's a probationary member! Drag his sorry butt back here so he can replace me!"

"Do you really want him to be the only hero standing between Earth and all the many threats on it?" The answer was obvious. But that didn't mean Shift liked it.

"Fine, I'll do it. But at least let me get my own chair. The ones in the Watchtower make my legs fall asleep."

"Alright. Be back here in ten minutes. I'll keep watch until then." J'onn phased through the floor to the monitor room and Shift turned and walked back to his room. He locked the door behind him and opened his closet door. He spoke a few words and walked through the back wall of his closet. Darkness poured out of the rip in reality and flooded Shift's bedroom. He'd left the portal open so the two time-lines wouldn't slip apart. It had happened before. It was part of the reason he was still a probationary member. _Disappear for one lousy week and suddenly you're "irresponsible"_ Shift thought bitterly.

The world he'd walked into didn't look at all welcoming. Shadow and darkness were the norm here. It was a world barren of any kind of life. Even Shift didn't know exactly what it was, he just knew he was connected to it somehow. There were no plants or natural mountains to liven up the scenery, just black rock as far as the eye could see. No sun or moon hung in the sky to give light, yet Shift could see perfectly. The only remarkable thing about this world was the white tower. A monolith of such immense size and height that it could comfortably house a small city.

As usual Shift walked into this world about 100 yards from the main entrance to the tower. Hands in pockets, Shift walked into the tower, huge doors parting for him without any visible cause. He walked into a plushly furnished room, warmly lit with old fashioned gas lamps. There were comfortable couches and chairs grouped in front of a fireplace. There was a sleek baby grand piano off to the right and a gramophone sitting on a desk at the back of the room. Off to the left was a set of huge crimson curtains. They covered a staircase that lead higher up in the tower. There were a number of smaller doors leading to other room on the ground floor. But everything Shift had brought here was in this room. Despite all the luxurious furnishings and ample space the room was horribly cluttered. Out of the entire mess Shift grabbed a large fold-up camping chair and started walking out of the room.

Before he made the door a burst of static came through on his comm-link.

"J'onn, what's going on? J'onn?" No reply, and the static had stopped. A shockwave nearly knocked him from his feet and it blew out the gas lit lamps. "Ok, that can't be good." He looked back toward the open portal. The light coming through had turned red, meaning the Watchtower had gone dark. Shift took off at a run, leaving the chair behind. He cleared the portal entrance in ten seconds flat. He charged out into the hallway. There was slight scorching on everything, including the inside of his room. The Watchtower had been running on minimal staff before, but now it was completely deserted. Not a living soul on board.

"What the hell happened?" The words were barely more than a whisper. Shift walked around, hoping to find someone, anyone. The comms were still offline and most of the electronics in the Watchtower were shot. Life support systems were running off of back-up generators but that was all. Shift slumped down into a chair in the monitor room. All screens were offline. He laid back and wondered what happened. He didn't have the experience or technical knowledge to understand what had happened. But one thing he did know, whatever happened was done by an outside force. Without the monitors and long range sensors he had no idea what was out there. Maybe it was still there, whatever it was.

As the thought passed through his mind a maniac grin split his face. It started a cascade of possibilities in his mind. Maybe this unknown enemy would try to get on board and make the place their own. Which meant they'd have to contend with him. And now, there would be no one to object to his version of Justice. He could fight to his heart's content and without restraint. So he waited. He didn't have to wait long.

There was the sound of an impact on the outer hull, then all the systems started booting up, including the monitors and deep space sensors. But it wasn't an enemy that appeared on screen. It was a bunch of half-pint blue aliens with white hair. And they all wore the symbol of the Green Lantern Corps. The Guardians of the Universe. Shift pressed the comm switch.

"This is the Justice League. What's up?" Needless to say that wasn't the standard greeting he'd been trained to use. But the Guardians were in a hurry to get their message across so they didn't balk at the lack of respect.

"We became unable to contact any of the Green Lanterns near Earth several minutes ago. Their rings seemed to simply vanish. Do you know what happened?" One of the little blue people asked.

"No idea. I seem to be the only League member left in the Watchtower. Both of the Lanterns were on Earth and I've been blind up here until now. Can you send anyone to assist?" Shift asked.

"Unfortunately we have no available Lanterns to send. We regret being unable to-" the transmission was cut off. The station lost power again. Shift sat in the emergency lighting for another few minutes before he went to the teleport platform. There was always enough power in the auxiliary generators for one last emergency teleport. When it didn't look like anything was going to happen Shift started the sequence and stood on the platform. _Doesn't make sense to stay blind and deaf up here_ was his last thought before the teleport sent him to the JL headquarters in Gotham. Where he found more scorched walls and no people.

"I hope I'm not the last person on Earth. Hey, anyone in here?!" he shouted. His only answer was his own echoing voice. He threw the door to the outside open and saw a scene from his nightmares. The streets were empty, devoid of all human beings. The cars had, predictably, crashed into each other and into buildings. "You have got to be kidding me."

"Do you hear anyone laughing?" Shift nearly jumped out of his skin. He hadn't known anyone had come up behind him. That just didn't happen. His head whipped around and his switchblade was in his hand, quick as thought. But when he saw who it was he relaxed and put his blade away. It was the eternal wanderer, the Phantom Stranger.

"Nice. Is that how you keep yourself from getting bored?"

"I have no idea what you mean. But I do have something to tell you. The devourer of planets is here, just above the Earth." Phantom Stranger's calm monotone voice got on the teen's nerves.

"Could you be a little more clear?"

"No." Shift resisted an impulse to punch the Stranger.

"Where did everyone go? What the heck happened here?"the shape shifter asked.

"They were imprisoned in another world. I was there briefly, but no one can stop me from going where I need to go. The universe won't allow it." he chewed on that for a minute before asking one more question.

"Am I on my own, or are there some people left here? If it's just me then we might have a problem."

"There are a handful left around the globe, most of them in this city." Phantom Stranger said. Shift looked around, almost mockingly. When he turned to ask the Stranger where in the massive urban sprawl he could find these people the man was gone. But Shift wasn't alone anymore. He could see gray blobs moving toward the eastern part of Gotham. They gave off no scent at all. His hearing picked up what sounded like the scraping of sandpaper on steel. They hadn't notice him yet so he decided to follow from a distance. He stretched out and called on his power. Shadows burst from him and covering him for a brief moment. In shift's place was a gray and black striped tabby cat. It took off at a trot, following the gray masses flowing along the street.

Shift got impatient. Then he made a mistake, he got in too close and the blobs stopped. He resumed his normal, human body. "Well, I guess I'll go for the direct approach. What the heck are you?" One of the gray blobs flowed into a humanoid shape, slowly taking on a more solid consistency. When it finished it was about six feet tall, steel gray, and had an expressionless mask of a face. On it's forehead was a pattern, three dots connected by a fine line in a triangular pattern.

"I am the Brain Interactive Construct. Any unique information you contain will be digitized and you will be deleted." As the metal man was talking a wave of the gray material shot toward Shift with surprising speed. It nearly engulfed him but he rolled out of the way, changing shape as he went. A mountain lion burst from the darkness left by Shift's magic. The lion tried to pounce on Brainiac but was blasted by the construct. The blob of nanites continued to pursue the young shape-changer, forcing him to dodge both them and energy blasts from the humanoid machine. One of the blasts caught his right foreleg, forcing him to stumble. The nanites swarmed over him in seconds. Shift could feel them digging away at his skin, converting him to raw material to create more nanomachines. He let his magic burst out of him in an uncontrolled flare, shorting out or burning up the nanites. The use of magic pushed him back into his human form and caused some momentary light headedness. The lycanthrope curse was already repairing the damage done to his skin when Brainiac blasted him again. This time he changed into his bipedal werewolf form and charged straight ahead, taking the full force of the energy blasts and plowing through them. He tried to swipe the construct's head from it's shoulders. His claws were stopped inches from the thing's metal skin. An energy blast hit him square in the face, tossing him back a dozen feet.

"A kinetic nullifier. Your animal attacks are useless. Surrender is the only logical option." Brainiac's monotone voice had really started getting on Shift's nerves. But he used his magic to become human again, regaining the ability to talk.

"Alright, I give up. Just make it quick." Shift said, putting his hands in his pockets. Brainiac hovered over to him and reached for him. Before the machine could react a steel blade plowed through the kinetic energy dampening field and sliced the machine's head in half. Shift's switchblade knife was capable of changing shape to suit his needs. This time he'd used it's true form, a 10th century Japanese katana. "Magic blade. Read'em and weep scrapmetal." He cut the robotic body into several smaller pieces, waiting for the metal to turn back into nanites. When they didn't he let the sword return to it's usual shape, a switchblade, and put it back in his sweatshirt. "I don't know why Superman hasn't gotten rid of this stupid AI. It didn't take that much effort." He was about to keep walking when his nose caught a familiar scent. Not a pleasant scent, but familiar. Expended Xenothium ore. To someone with a canine level olfactory sense it smelled oddly like burnt cheerios. That he could smell it meant that whoever was using it had to be close by. Shift took off running following the scent and ignoring the other gray blobs which seemed to be moving in roughly the same direction. He found them congregating in front of a partially restored mansion in the residential area of Gotham. He hopped the 20 foot fence and tried to dash inside hoping to find someone to help him make sense of this mess. A powerful force field stopped him cold, as surely as a solid steel wall. And because of the electric discharge it was considerably more painful. When the lights in front of his eyes faded a little Shift focused his magic and directed it at the field. The defensive measure gave way and Shift slipped through before the shield closed again. The blobs were oozing slowly through it, far too occupied to go after him. The doors of the mansion were unlocked and standing open, probably due to the nanites. He let his nose guide him, turning down hallway after hallway. He had to blast several blobs just to keep moving. He felt like he'd searched the entire building when he found a door on the top floor that was sealed with some kind of tempered steel. Shift used his knife to cut a mouse sized hole in the door and went through. He changed back into human the moment he entered the room. The team of heroes had been watching the door since Shift had appeared on the monitor. His eyes scanned the room identifying some of the heroes but not all of them. He knew who Raven, Stargirl, and Blue Beetle were because of the JLA's connection to the Teen Titans. But Red X, Isaac, Static, and Mr. Wraith were complete strangers to him.

"I hope you know you're paying for that." Mr. Wraith said in an offhanded voice, clearly still concentrating on the monitors.

"Hey Blue," Red X said, sounding annoyed, "I thought you said we were alone." But Blue Beetle didn't hear him. The scarab was screaming in his head, _Danger! Anomaly does not appear on scanners. Activating plasma cannon._

"No! Quit trying to use that thing. Non-lethal, NON-lethal!" Beetle, manipulated by the scarab, fired a sonic cannon at Shift who was knocked back into the steel door. Shift scrambled to his feet, tapping into his magic on instinct. Darkness flooded the room, hiding the shape-shifter from view. Everyone reacted. Red X fired a number of x-shaped blasts, Beetle used his sonic cannon, Raven threw up a shield around herself, Isaac, and . Static and Stargirl let loose as well. The energy blasts and chaos magic collided. The explosion blew the roof off the building.

"Stand down!" Mr. Wraith shouted. His team had no trouble obeying the order since they were just getting up off the floor. Shift was a different story. He came charging out of the smoke, claws sprouting from his fingers. Raven threw up a wall between Shift and the team. He stopped, examining the magic shield.

"Now, mr..." Wraith asked from behind the shield.

"Shift." the teen ground out from behind fangs.

"Shift, as you may have noticed we're in the middle of a crisis. I think it would be best if we put this misunderstanding behind us."

Shift growled for a moment, and then grunted. "Fine. What's going on?" He crossed his arms as the magic seeped back into him.

"Well, we were trying to find a way to get out of here without Brainiac noticing, but you've made that point moot." With the destruction of the roof, the shield had gone down. More nanites were pouring in. Mr. Wraith rubbed his eyebrows in irritation while he thought. He abruptly stopped and stood up. "Beetle, you take point and clear a path for us. Raven, you protect our rear. Everyone else stay close and we'll make our way to the basement. Shift, you're with us." Mr. Wraith came around from the back of his desk and led the way to a private elevator.

Shift didn't move. "Wait, a minute. Who says I'm joining up with you?"

Mr. Wraith turned to him and eyed him quizzically. "You're a member of the Justice League, albeit not a very senior one. We're the last remaining people on the planet, and we've got less than five minutes until Brainiac overwhelms us with sheer numbers if you don't follow us."

Shift snorted. "I'll buy that last point." He followed them into the elevator.

Blue Beetle went down first, clearing out as much of the nanites as he could without destroying the shaft. Raven kept them shielded while slowing down the nanites advance down the shaft. They reached the basement at a run. "Isaac, start the sequence," ordered Mr. Wraith as he activated an arch. An energy field filled the space between the supports. "Everyone in!"

Isaac called out, "I gave us thirty seconds."

"Good," replied Mr. Wraith. Blue Beetle, Red X, Raven, Static Shock, and Stargirl had already gone through the arch. Shift paused and turned to Mr. Wraith. He didn't like the look of it. "GO!" barked Mr. Wraith. Shift rolled his eyes and went in. Isaac and Mr. Wraith were right on his tail. Moments later, the reactor powering the building exploded.

They stepped out into a darkened room. Isaac struck a match and lit a nearby candle on a table. It revealed a room much similar to the building they had just left. "This is one of my back up bases," Mr. Wraith explained. "It's completely unpowered. That way it won't show up on any scans."

"You'd make the Question look credulous," said Shift. "You had a safe house set up in case Brainiac attacked?"

"Or some other tech villain. With very little in the way of electronics he'll have a hard time finding us." He gave Shift a look. "Unless someone decides to blow off the roof again."

Shift ignored him. "So did you set an explosive in your building?"

"Yes," said Mr. Wraith. "In case the base is compromised, the reactor is rigged to explode. The nannites hadn't yet made it to the basement and found the teleporter. We got out just before they would have and the reactor took care of any evidence. The building houses very little digital data, just in case it gets hacked or broken into, especially since we have data on heroes and their secret identities, not to mention all communications and data logs for the past three days from the Justice League."

"Hold it. How do you have access to League files, and how did you know I was a part of the Justice League?" asked Shift suspiciously.

"I'm affiliated with them. My company does some of their contract work and some of the heroes I train and outfit. The data is part of my contract as an advisor. After three days, the data is deleted," said Mr. Wraith

"Then why haven't I heard of you?" continued Shift

"Most of the League is unaware of my involvement. Those I train are required to keep my secret. Only when it is utterly necessary are they allowed to speak to others about me, and then it must be only people that already knew about me, or to Batman of course."

"Of course," said Shift with his arms folded and attitude dripping off his voice. "So what now, fearless leader?"

Mr. Wraith took a breath and let it out slowly. "Now, we plan our next move."

While Shift and Wraith were having their little fight the others were having a discussion of their own. Red X was still annoyed with Blue for what happened at the first base. "How could you not find him. He was in the room with us before you figured out he was there!" Red X said in a hushed voice.

"_Calmate esse._ The scarab still can't detect him with any kind of sensor. It's like he's camouflaged or something." _Which is why he needs to be destroyed. If you would simply use the neural impactor- _"No! Quit suggesting things I don't understand. And we're not killing anyone so quiet down." By the end of his argument everyone was staring at Blue Beetle.

"Actually, I think the scarab might be on to something." Now everyone's head shot to Raven. The unexpectedly violent comment caught the rest of the team off guard. "I'm not saying we should kill anybody. But anyone tossing chaos magic around that casually needs to be watched."

"Then we keep an eye on him. But I don't really see what the big deal is. He's Justice League, right?" Static said, always one to give the benefit of the doubt.

"Because they've got such a strict standard for recruits." Stargirl said sarcastically. "Have you met the Question? Or Etrigan? They're not such nice guys." The group pondered that disturbing thought. They all knew who the Etrigan was and how he operated. Isaac remained silent, observing both conversations at once. While the team was discussing Shift, Mr Wraith was discussing options with the teen.

"The Guardians said what?" Wraith asked, stunned by something for the first time in months.

"They had no lanterns to spare. Then the transmission cut out." Shift was leaning against the wall, eyes on the team as they tried to talk behind his back. He could hear every word they said.

"Do you have any other contacts? I have one last person I can call but I'd really rather not call him." Wraith was tapping on a bulky looking phone hanging on the wall. The man looked thoughtfully at the young hero. There was something about him that seemed wrong. It was like Shift wasn't there even though he was standing right in front of him. Shift, on the other hand, was glaring at Wraith, eyes burning gold with barely contained anger. But the words the older man spoke brought a humorless smile to the teen's face.

"There's only one place I can think of. And I'm tell you right now boss man, your guy would probably be the better way to go." Shift sneered condescendingly.

"My guy is Lobo." The arrogant grin was wiped promptly off of Shift's face. The gold faded from his eyes, which were significantly wider than they had been a moment ago.

"There is one place I can think of going. Oblivian Bar. It's a hangout for magic users and monsters. The bar exists in a space between dimensions so I don't think they would have been hit. But I need to take someone along to watch my back. Can I borrow one of your...students?" Wraith's eyes narrowed at the request. He had been playing these games for a very long time, he could recognize an agenda when he saw one. But he thought it best to let Shift's scheme play out a little longer

"Alright. I'll even let you pick which one." Wraith picked up the phone. Shift recoiled in surprise.

"What are you doing?!" Shift all but yelled. Wraith gave him a calm, level stare.

"Buying you some time and drawing Brainiac's attention away from us." Wraith punched in a very long sequence on a keypad with alien symbols. Apparently Wraith had the machine on speaker phone because moments later a loud, gruff voice came through it.

"I'm kinda busy dweeb so make it fast."

"How does 200 pounds of gold bullion sound?"

"Like the score I haven't had this century. Who do ya need fragged?""

"A living computer named Brainiac. He's attacking Earth. I'm sending the exact coordinates now" A number of fairly disturbing sounds came through the machine then a moment of silence.

"You're one lucky guy. My schedule just got cleared. Ooops, hold on a sec." A noise like a building collapsing came through the mic. "Alright, on my way." The connection went off and Wraith turned off the machine.

"So, Lobo's on his way? Can I go now?" Shift asked, clearly less than comfortable with Lobo being involved.

"Who are you taking?"

"The only one with magical aptitude." Shift walked over to the team, who were still taking about him. "You in the hood and cloak. You're going to help me run an errand. Ever been to Oblivion Bar?"

Shift all but shoved Raven back out into the night, leaving the rest to ponder the new developments, and the coming of some strange being named Lobo. Isaac was over to Wraith's side before the door had finished closing.

"Sir, I hesitate to ask, but are you sure you know what you're doing?"Isaac looked anything but hesitant. He had not been idle, he had observed and comprehended the consequences of Shift's arrival. "That boy has, by his very presence, disrupted the dynamic of our team. And he detests you."

"Close, but not quite. He hates what he thinks I am. It shouldn't be a problem. I came prepared to have Wolverine on the team after all. This kid shouldn't be quite that difficult." The confidence in his voice put Isaac at ease. His trust in his boss was almost absolute. But one thought still nagged at him. How had Shift been able to disrupt the group dynamic he had drilled into the team so easily?

As soon as Shift and Raven were outside Raven knocked his hand away. "Why are we going to a bar?" Shift tried to keep moving her along. Before his hand made contact it was coated in dark energy. Raven tried to push his hand back but to no avail. The dark energy slid off Shift like water. Shift rubbed the fingers of that hand together, as though he was trying to feel the texture of her magic.

"Yeah, this is the same. I thought so. I just didn't believe that a young cute girl was responsible for ending the world." Shift's tone was thoughtful, not angry or aggressive. But the words made her heart skip a beat. Her shock was plainly visible on her face. "What? Did you think no one noticed? The dark magic that turned every living person on the planet to stone slid off me just like your magic just did." Raven backed up, just a little. Her voice was much higher than normal when she next spoke.

"You still didn't answer my question." Raven said, clearly trying to change the subject.

"Oh, right. Oblivion Bar is a gathering point for people and other things with magic. We might find some help there. I'm Adam." Shift extended his hand for a shake. Raven hesitated but extended her hand after a moment. Shift took it.

"Raven. So, where is this place?" her voice had returned to it's usual low rasp. Shift raised an eyebrow.

"Honestly? I thought you were just playing dumb. You really don't know?" Raven scowled at the mention of the word dumb. "It's entrance locations change every few nights. Right now there should be a door that can take us there a few blocks from here. Plenty of time for us to talk." he started walking forward, Raven quickly turned to follow.

"What are we supposed to be talking about?" Raven asked. There was a dim gold light in Shift's eyes as he replied.

"Your boss. What does he do, really? No one just goes around training the good guys. What does he get in return?"

"Money, I think."

"And information. I've met people like him, running covert operations in the name of what they call good."

"You don't jump to conclusions at all." Raven said, her voice ringing with sarcasm.

"And you're a naïve little bird. Power corrupts. The more you have the faster it happens. And that old man has a lot of power." Raven didn't argue the point. Shift was seeming less stable by the minute. And arguing with crazy people is simply not a good idea.

The blast set off by Wraith had indeed annihilated his former base. It also destroyed a fair number of nannites, distracting Brainiac. The living computer's attention was now fixed on recovering anything left after the blast. He knew well that you only destroy important things, things you can't allow anyone else to have. So he scoured the wreckage looking for anything that might have survived. The information he found wouldn't have filled a postcard. But the distraction of it was enough. Shift and Raven were able to make it to Oblivion Bar's entrance. It was a half broken security door attached to a brick wall left over from a demolished building.

"Can you see the mystical aura around the door? Or maybe you're a physical sensation kind of person, like me." Shift put his hand on the door. "I can't see aura, but I can feel it if I'm close enough."

"I can see it." said Raven, her eyes glowing white. "It's a dimensional doorway. But it looks like you need a passkey." she barely managed to catch the small matchbook Shift tossed her way. She had been too focused on looking at the door.

"The passkey is very interesting. You have to light one of the matches, unless you're a member, and recite a poem that's close to your heart."

"You're joking." Raven deadpanned. Shift cocked an eybrow.

"Do I strike you as a comedian? This is a BAR little bird. You have to endure some embarrassment. That's how it works." One could almost see the vein on Raven's head pop, despite having her hood up.

"Fine." Raven heaved a sigh.

"Look, you don't even have to do a whole poem. Just enough for you to feel some deep emotion." Shift said, trying to soften the blow of this slight humiliation. Raven took a couple deep breaths and took a match out of the book. She struck it across the lighting strip on the book and started speaking.

"And the raven, never flitting, still is sitting, still is sitting  
On the pallid bust of Pallas just above my chamber door;  
And his eyes have all the seeming of a demon's that is dreaming.  
And the lamplight o'er him streaming throws his shadow on the floor;  
And my soul from out that shadow that lies floating on the floor  
Shall be lifted-nevermore!"

When Raven had finished Shift grabbed the doorhandle and pulled it open. Incandescent yellow light streamed out along with some classic 1950's rock and roll. Raven walked through, followed shortly after by Shift. She cast a curious, or perhaps suspicious, glance back at him. "Why didn't you have to say a poem?" Shift showed a little teeth with his smile, declining to say anything. He moved to the bar, outpacing Raven with longer strides.

"Eddie! How goes the lawsuit?" Shift asked. The flipper-limbed, cap wearing bartender tossed a wave at him.

"Not good. This universe doesn't actually have a commonlaw system so I'm just making things up as I go. Detective Chimp is a little better at it than I am." The chimp in question, who was having a soda at the very end of the bar, decided to throw his two cents in.

"This place is mine fair and square Eddie!" Eddie looked over and Detective Chimp's soda fizzed over.

"What'll it be? This place doesn't actually have a minimum drinking age. Are you finally going to try some of the hard stuff Adam?" Eddie asked. Shift took a quick look in the bar mirror to scan the room behind him. Unlike the other times he had been a patron, there were mostly empty tables in view. He glanced to either side and found there were less than 20 "persons" in the whole place. And most of them only loosely qualified under that ambiguous title.

"Actually, I'll take hot chocolate if you have any." Shift said, eyes still scanning the room for any potential allies. The pickings were quite slim. Eddie went to the back to find hot chocolate mix when a blond British man in a trench coat walked over to the two teen heroes.

"And who is this lovely young sorceress?" the man asked in a suggestive voice. He reached for Raven's hand, likely to make some kind of romantic gesture. With faster than human speed Shift turned and punched the man square in the throat. The thud was audible to almost everyone in the bar. And in Oblivion Bar, all bets are off the moment violence starts. Normally Eddie Deacon just telekineticly chokes the combatants until they stop. But Eddie wasn't there just that moment. Shift then grabbed the man by his trenchcoat and literally threw him out the door. He then returned to his seat and adopted a patient expression. Everyone in the bar had gone back to their own business when Raven asked, "So I'm guessing that guy wasn't well liked?" Shift nodded.

"That was John Constantine. Magician, private eye, con man, and all around scum bag. I recently bought a protection charm from him that turned out to be anything but protective. The thing was freaking cursed. I lost a perfectly good arm." Eddie had arrived half way through the rant.

"Who are you talking about?" The telekinetic asked

"Constantine." Shift said tersely. Eddie took a look around for the man in question.

"Speaking of him, where is he?"

"I think he had to leave. He went out that door at about 30 miles an hour." Shift replied, sipping his drink. "You want anything? My treat." Raven, who was struggling to adapt to the unwritten rules of Oblivion Bar shook her head.

"Wait, you said you lost an arm?" she asked, eyebrow quirked.

"That's right." Shift said. Raven stared at the two good arms Shift was using to hold his hot chocolate.

"The Justice League must have a great medical plan." Shift put his drink down and jumped on top of the bar. Eddie glared at him, but didn't do anything violent. Raven was too confused to do anything other than stare.

"Alright. Anyone here interested in saving the world tonight?" his voice was loud enough that everyone heard and then some. Most just went back to their drinks and conversation.

"You're wasting your time." Detective Chimp said from a few seats over. He moved right next to the pair of teen heroes. "We already know all about what's going on. The mages who weren't pulled into the Phantom Zone are either here, or turned and ran. And the ones here think this is the best place to hide out." Shift got off the bar and back into his chair. With no help from other magic users this was going to be a risky battle. Raven started talking with Detective Chimp, but Shift wasn't paying attention.

"So, who set up the poetry defense over the entrance. It seems like an odd thing to do." Raven asked.

"Poetry? All a magic being has to do is walk right in. There's no kind of password or verse." The Chimp said. A small smile played over his face when he realized why she had asked the question. Then he slid discreetly back to the end of the bar. Out of blast radius but still close enough to see it happen. Shift felt a sudden chill in the air and turned to his right. He knew his little joke had been discovered the moment he made eye contact with Raven.

"I'm guessing you didn't find my joke funny?" Raven just kept a steady cold gaze fixed on Shift. "Look, would it help if I recited a few lines? Just to even the score?" Raven's expression didn't change but Shift decided he should at least try.

"Thou wilt not break as we have broken  
The towers we reared to rival Thee.  
More true to England than the English  
More just to freedom than the free.  
O trumpet of the intolerant truth  
Thou art more full of grace and ruth  
For the hopes of th world than the world that made them,  
The world that murdered the loves of our youth.  
Thou art more kind to our dreams, Our Mother,  
Than the wise that wove us the dreams for shade.  
God if more good to the gods that mocked Him  
Than men are good to the gods they made"

Raven's expression softened. She didn't say a word, but Shift could tell something had changed. He let the matter drop entirely. At least she didn't have that murderous look in her eyes anymore.

"So what's our play?" asked Isaac after Shift and Raven had left.

"Lobo probably won't be able to defeat Brainiac. He for sure won't be able to defeat Galactus," said Wraith thoughtfully, rubbing his chin. "Our first order of business has to be to find out where everyone else went." He turned to Isaac, "Check through our security footage. Go through all of our facilities if necessary." He turned to the rest of the group. "If we can figure out where they went, maybe we can get them back. With everyone here, just maybe we'll have enough power to defeat them."

Isaac went to a nearby computer. It was in a lead shielded and vacuum sealed room. This prevented any radiation or heat to leak out of the room and give their position away. He had to get a pressure suit and oxygen tank off of the wall. The computer piggybacked off of a nearby bank server. The server was running all the time so the data usage from the computer would never be noticed by any outsider. Wraith also owned the bank, so no one on the inside would question it.

Galactus spoke to Brainiac, "Something is approaching." They were still orbiting high above Earth. Brainiac had constructed a large ship for himself in order to communicate with all of his nannites at once.

"Confirmed. It appears to be a Czarnian on a motorcycle. Description matches reports from galactic criminal database. It is Lobo."

"What is a Lobo?"

"I am! Don't tell me you ain't never heard of the main man?" At this Lobo drew a gun and began to fire at Brainiac's main ship.

"I shall delete this inconvenience." Brainiac began to launch drones from his ship. They were copies of his humanoid version. They began to fire energy beams from their wrist gauntlets.

Lobo laughed off their attacks. They were having no apparent affect on him. "I've heard of you loser before. Supposed to have taken down quite a few worlds. Psh. If Superman can take you, it shouldn't be hard for me."

He landed on Brainiac's ship. Hundreds of drones began to mob him. He continued to fight his way through. He grabbed the last drone and threw it at the conning tower of the ship. He walked through the whole it caused. "Trick or treat?" He used the burning wreckage that surrounded him to light his cigar. "So, you jerks trying to take over the world or something?"

"Taken over. Past tense. Tell me something, before I destroy you, who hired you? Is there a survivor on earth?" said Brainiac. His voice seemed to emit from the ship.

"I ain't gonna break the confidentiality of my employer." He pointed a thumb at himself. "And the main man can't be destroyed."

"I disagree."

Isaac returned to the group. "It appears that portals were opened inside the building. Brainaic's nanobots formed small devices simultaneously and sucked everyone away." He handed Wraith a printout.  
Wraith studied it for a few moments. "These energy readings correspond to the Phantom Zone. It looks like Brainiac managed to move everyone to another dimension."

"So now what?" asked Static Shock.

Wraith was staring off into the distance. "We go to Star Labs, after I prepare a few things."

A couple of hours later Wraith emerged from a workshop. He handed each one of them a strange belt covered in circuitry. "Here, this will stop him from sending you to the Phantom Zone." He looked at them each in the eye. "Get ready to move out. We leave in five minutes. Hopefully Lobo has his attention."

Debris littered the area around Brainiac's main ship. The rest of his fleet was moving in. "That the best you got? I've been hit harder by five year old girls!" Lobo seemed to pause, thinking this over. "Of course, I've met some pretty tough five year old girls." Then the ships opened fire.

They assembled at the given time. Wraith and Isaac were armored from head to toe. Their helmets had t-visors built into them, and both had large rifles hung on their backs. Isaac also had a sword.

"_Error. Foreign material. Ask him,_" said the Scarab to Jaime.  
"No," he replied. Everyone turned to him.  
"_ASK!_"  
With a noise of disgust Jaime turned to Wraith. "What kind of armor is that? What's it made out of?"  
"It comes from my home world. It's a mixture of adamantium and vibranium, two metals that don't exist in your world," Wraith replied. He then said to the whole group. "Brainiac may or may not be aware of us while we leave, so time will be of the essence. Those who can't fly will be carried by the others. Beetle, I want you to be scanning for anything in the EM spectrum. Notify me of any anomalies. If we run into any of Brainiac's drones, whatever their size, we need to have a scorched earth policy. If it's destroyed to the atomic level, it can't reconstitute itself." He looked around him, then nodded. "Let's move."

They arrived at Star Labs a half hour later. Their presence had seemed to go unnoticed. They slowly made their way inside. "What are we looking for?" asked Star Girl. Wraith gave her a look that silenced her. They continued their way in. Wraith had a map of the facility up in his helmet.

They approached a vault. Wraith turned to Red X. "Open it."

You could almost see him smirk behind his white mask. "No problem." He slapped a device on to it and within moments the vault opened.

As the vault cracked open, Blue Beetle yelled out "Wraith! I'm getting…"

The vault was shoved open and out stepped a ten foot tall Brainiac android. "Attack!" yelled Wraith.  
As they began firing so did the robot. Energy beams began to fire out of its wrist gauntlets. Everything they hit it with was being absorbed by a shield. "Static, Blue, overload his shield!" called out Wraith.

They both powered up and fired, concentrating their fire on the same point. The shield flickered, but didn't go down. The robot turned and shot them both down. "Leader identified. Eliminating target." It fired a bright flash of light, blinding the team. Wraith's and Isaac's helmets compensated, and their visors momentarily darkened, protecting their eyes.  
The robot aimed both wrists at Wraith and fired. "Wraith!" yelled Isaac. Wraith raised a hand and the beams stopped a few feet from him. He put down his hand and looked towards the robot. It began to crumple and deform. Soon it looked like a crushed can. Even still, nanobots were trying to repair it.

By now the team was getting back on their feet and wiping their eyes. As their vision cleared they stared in disbelief at Wraith. He turned to Static. "When I let go of him, fry him to ash." Static nodded. Suddenly the robot dropped. It began to restructure itself when Static hit it with a giant electric ball.  
Wraith hurried into the vault and grabbed a device the size of an ottoman. "What is that?" asked Star Girl.  
"It's a Phantom Zone projector. It's what we're going to use to get everyone back." He looked at all of them. They were looking at him strangely, but that would have to wait. "We need to go. Brainiac obviously knew we'd come here for this. We need to get out of here." They all hurried outside and left.

When they all got back to the safe house, it was Red X who spoke up first. "Alright, so obviously you have powers that you didn't tell us about. So what are you?"

Wraith sighed. "I'm a ninth level telekinetic." He stretched out a hand, palm up. The team watched as wisps began to appear around the room and be drawn to just above his palm. A sphere began to coalesce out of the wisps.

"What does that mean?" asked Beetle.

The sphere began to solidify and rotate, floating above his palm. Wraith didn't even look at it. "A tenth level could destroy a city if they had a tantrum, or bring someone back from the dead." Figures and letters appeared on the sphere. "I have fine control to manipulate small things, and the power to move or destroy large things, within a certain range." Cracks formed and the ball disintegrated, and formed a pile of dust on the floor.  
"Where you ever a superhero?" asked Static. Just then Raven and Shift walked in through a shadow in the wall.  
Shift crossed his arms. "Well? Answer the question." He had deduced what had just happened. Shift looked at Wraith with some shock which was growing quickly to fury. "Were you a cape?"

Wraith replied calmly, "Yes. A long time ago."

"Did you quit?" asked Shift full of venom. "Couldn't hack it? Had to have people do it for you?"

Wraith's face tightened into hard lines. "…actually no, I couldn't," he ground out. "Sure, I could stop the latest supervillain, but I liked it too much. I wanted the glory of being a hero."

Shift looked at him in surprise. This wasn't the answer he had been expecting, but still. He had been misled. "What made you stop?"

"Someone almost died due to my arrogance. I thought I could do more good from the shadows. I could avoid the temptation of the spotlight and help others deal with being in it, and staying alive."

"And make some money on the side?" said Shift accusingly.

Wraith's face turned red from anger. "First, there's nothing wrong with making money. It's what you do with it that counts. Second, I keep very little of my profits. Heroes don't usually have much money. I pay for most of their gear myself. (or maybe have Shift ask the team how much they're paying for Wraith's services, and they tell him nothing, and they didn't think that the league was paying either. This would have to be a different scene.) It was never about the money." The anger began to drain out of him. "I don't have what it takes to be a hero. Sure, I could save the day, be a man of violence, fighting for my own version of righteousness. But U can't define what righteousness is. I'm not wise enough. By myself I can only have a vague idea of what true righteousness is, and if I went on a personal crusade, I would quickly lose any sight of righteousness. My pride and desire for glory would muddle my perception. Besides, a true hero sacrifices himself for others. This rarely happens with him violent fighting for something. He dies in someone else's place."

"That's quite a speech," said Shift. Most of the attitude had evaporated from his voice, but not quite all.

"I've had a lot of time over the years to think about it," Wraith said simply.

"It still seems like you ran from your problem," said Shift quietly.

"Perhaps. But there is such a thing as recognizing your weakness and avoiding temptations to fall into it. Maybe I came up with reasons to justify my decision, but I don't think so. This isn't who I wanted to be. Even now I'd rather be out there protecting people, letting loose with my power, being special, being the hero. But I can do more good where I am, even stuck behind a desk. It is a harder, more humbling path. But, overall, a more satisfying one. I see the fruit of my labors in the heroes I've trained. They live longer and do better at saving lives than most of the new heroes. It may not be very exciting, but excitement is short lived and fades quickly. I have joy and peace." Wraith took a breath. "So the question no is will you be willing to be under my leadership? We won't have time for you to doubt my orders. I need you to trust me to do what is best for us all. Can and will you do that?"

Shift considered this. "I've had bad experiences with authority. I've suffered every indignity, every cruelty you can imagine at the hands of my own government. I don't really trust anyone anymore. You'd have issues to if you were cut into pieces over and over again for a few years. I won't trust you but I will take orders until the League is back in charge. Then all bets are off." While Shift went through his own speech, something dawned on Wraith.

"A whole reality away and Logan still manages to mess things up for me." he muttered to himself. "At least he's not a dead ringer for Deadpool." Wraith saw his battle strategies shifting to accommodate the somewhat disturbed teenager. What frustrated him was the number of unknowns in his strategy. The one rapidly coming to the front of his mind was why getting the phantom zone projector had been so easy. Brainiac had been a step ahead of them so why hadn't he destroyed the projector? He looked around the room, letting his eyes wander as he pondered the situation. Isaac met his eyes and signaled that they needed to talk. Wraith excused himself from the group and walked to another room.

"What is it Stevenson?"

"Sir, it's clear that we need to launch an assault on Brainiac before he tries to destroy the planet. It's already been a few hours. If we don't find another way to occupy his time he'll literally pull the ground from under our feet." Isaac had his pocketwatch in his hand, but not closed. The slight vibrations as the hands ticked the seconds away helped to keep his mind focused and free of needless worry. But his mind was still full of much needed worry. Including the fact that Galactus was still potentially on his way to the Earth.

"I agree. I believe that Blue Beetle, Star Girl, Shift, Raven and myself will remain here while you, Red X, and Static pull the Justice League out of the Phantom Zone. With only a single projector it will take some time to get them all back."

"Get down!" someone yelled from the other room. An explosion shook the door in it's frame. Wraith and Isaac were through the door in moments. The smoke was thin and hazy, slightly obscuring their vision. A brief effort of will from Wraith cleared the smoke and revealed a small disaster. Raven and managed to shield everyone on her side of the room. But Shift and Blue Beetle were not in the shield. Blue was unscathed but Shift was muttering to himself picking pieces of shrapnel from his arms and chest.

"Where is the projector?" Wraith asked, speaking slowly and with false calm.

"What!?" Shift shouted. The explosion had temporarily deafened him. Wraith looked over at him and was hit by a wave of dread. The shrapnel Shift was pulling out was all that was left of the projector. One piece caught his eye and he made it float over to him.

"But there's the open window. We still have the crystal. But this will require a change in strategy. Blue Beetle?" he floated the crystal to the hero in question.

"Um yes, sir?"

"Can you use the vibrational frequency of that crystal to move to the corresponding dimension?"

" I think so."

"Then I'll need you to take Red X, Static, and Mr. Stevenson with you to the Zone and escort the Justice League back to Earth. As many as you can. Brainiac is no pushover. The rest of us will hold the line until you bring the cavalry." The scarab started speaking a string of jibberish inside Beetle's head.

"Speak English!" Beetle said out loud. _Using the suit to enter this dimension will alter it's innate properties allowing for physical interaction. _"So? What's the big deal?"

"Hey, could we hear both sides of the conversation for once?" said Stargirl.

"The scarab isn't making sense. Why would making this Ghost Zone thing physical be a bad thing?"

"Because it was used as a penal dimension for the criminals of Krypton and the surrounding star systems. I assumed you could just find them and transfer them over a few at a time while still being incorporeal. That makes things more difficult. But I think the three of you should be up to the task. Take Shift along if you think you'll need a little more-"

"Yeah, that would be a bad idea." Shift said. "My powers plus dimensional travel is not a good combination."

"You'll have to explain that to me later. For now I'll take your word for it. Isaac."

"Yes, sir?"

"You'll be team leader. I expect you'll get everyone back in one piece." Isaac drew his sword and gave a salute.

"I'm not sure I can do this guys. What if we don't come back?" Blue Beetle said.

"Blue, everyone on Earth was sent there. Including your family." said Isaac. The armored teen stood straighter and everyone could tell his doubts had vanished. _Now I know how to jerk his chain_ thought Shift, concealing a smile. He had been slowly gaining pieces of information on each hero in the group. He'd made Raven a priority because of her competence in magic. Blue had been number two on his list. He wore tech that rivaled Oan power rings in adaptability and sophistication. Next would have been Static but his mind had moved to Wraith. The power the man held likely eclipsed his own. And that made him twitch. If he was going to hijack this team after things were back to normal he would need a strong majority. If he had Wraith, the mentor, then everything would fall into place. But the man seemed to have no weak points. Nothing he could exploit. And then there was his underling. Isaac. Competent, loyal, and entirely too capable of operating without orders.

But, as usual, Shift was putting the cart in front of the horse. First he and the Earth had to survive. But he wasn't the only one with his mind on other things. Stargirl had been sitting back and taking orders for so long that she felt like she was going to explode.

"All right! That's it. I've had it with your "need to know" way of doping things. Well, if I'm about to put my life in danger then I need to know. What exactly are we up against?"

"Brainiac, a living computer with access to extremely sophisticated technology. Programmed to acquire all information in the universe and destroy everything so there will be no new information to acquire." The words flowed from Blue Beetle in a mechanical fashion. "I hate it when you do that. Next time just let me say it."

"Want to tell them about the other thing, or should I?" Shift said, sounding entirely too pleased with himself.

"Actually, they already know what else is above us. But as a latecomer to the fight you're out of the loop." Isaac said. "The other enemy is Galactus." Shift gave a blank look and held out his hands. Wraith chuckled slightly.

"Galactus is a being in the god level. He devours planets to keep himself alive and strong and is capable of just about anything you can think of. He attacked Earth only a few days ago. I'm shocked you didn't know about him."

"I was... away for the last week. I just got back yesterday. Does this guy have any significant weaknesses?" Shift sounded almost embarrassed.

"Magic in this universe plays by different rules and seems to be very effective. Which is why, after we destroy or chase away Brainiac, we need either you or Raven to defend against Galactus." He turned to Blue Beetle, "That is, until you can get some of our heavy hitters out of the Phantom Zone. Dr. Fate and the Spectre would be very useful right now. I'm surprised that they haven't removed themselves, but then again the Phantom Zone is a strange dimension. You'd better hurry, and be careful."

While they had been talking, the scarab had analyzed the crystal and morphed the armor to make the appropriate device to produce the portal. Blue, Red X, Static, and Mr. Stevenson walked through.

"So what are we going to be doing?" asked Raven.

"Well, we're going to need something to keep Brainiac busy, and I think I have an idea as to what. Raven, do you think you could bring us to Antarctica? I have the coordinates."

"Yes, why?"

They had been getting tired of the secrets, so Wraith decided to give a little. "We're going to a base I know of. You'll need to be very still when we arrive so that I can turn off the intruder alarm. Is that understood?"

They all nodded. "Alright, Raven, whenever you are ready." She pulled the coordinates from his mind. It was strangely resilient. All she got from it was the coordinates and even that took a little effort. With a sweep of her cape darkness encompassed them all and they reappeared in a bright hallway.

Wraith was immediately speaking "Authorization code, Zero Gamma Charlie Niner."

"Authorization accepted," said an electronic voice, but not before weapons had popped out of the walls.

"Where are we?" asked Stargirl. There was ice everywhere. They were in an enclosed space. Animal pens lined the hallway. But they weren't earth animals.

Wraith had already started walking down the hall, and quickly. "Superman's Fortress of Solitude."

"Superman lets you have access to his personal Fortress?" asked Wraith suspiciously.

"No, he doesn't. I hacked his computer systems and gave myself an entry point that he wasn't likely to find in case there was an emergency. You're welcome to tell him all about it once we save him and the rest of the world." Wraith hadn't even slowed down as he admitted to breaking the Justice League's confidence.

"And no one knew of this?" asked Raven.

Wraith slowed slightly and then went back to his hurried speed. "I suspect Batman did. He might have even told Superman. I don't have time to explain all of my doings. You can hold me accountable later. Tell the League, tell the world, but let's get it saved first."

They continued on in silence for a while, keeping up with Wraith's gait. Finally Stargirl spoke. "So what are we looking for?"

"Superman has a miniaturized city."

"Like a model?" asked Raven.

"No, like an actual miniaturized city. It happens to be a Kryptonian city, and inside there are still Kryptonians. I want to recruit them."

They stood in stunned silence. "Holy crap," said Shift.

They began to hear distant explosions. "Brainiac has found us. Computer, initialize defensive protocols."

"Complying"

"Can it stop Brainiac?" asked Stargirl.

"Not on its best day with a fleet that size. We need to move," replied Wraith darkly.

They made it to a trophy room of sorts. There was a glass canister on a shelf. Wraith took a device off of his belt and put it on the top of the canister at the center most point. He thumbed a switch and stepped back. A man appeared in front of them looking very disorientated.

Wraith spoke and bowed slightly. The language wasn't English. The man focused on Wraith and responded in the same language. The room shook. Wraith motioned with his hand. The rest of the party caught the name Superman. The other man seemed to be considering something. Then he nodded and began speaking again. It appeared to be a list. Wraith was typing things into a pad on his forearm.

One by one more Kandorians began appearing. The first man began to talk to all of them, as they followed Wraith out of the room. More Kandorians began appearing behind them.  
"Is there a plan here? And what just happened?" asked Shift as they hurried out.

Wraith kept hurrying down the corridor without looking at Shift. "I explained the situation to the headman of the Kandorians in as few words as possible. He gave me a list of people that are trustworthy and capable." He turned to Shift. "We just got a couple hundred Kryptonians on our side. And with all of this wonderful snow around, they're going to be absorbing solar radiation much faster than anywhere else on earth. Plus the ozone is weaker here, so it's already more direct. We're going to go distract Brainiac."

"So, uh, now what?" asked Blue Beetle.

They were in a void of sorts. There was color, but it didn't have any sort of substance to it. They were floating with no visible anything around them.

"We start moving," said Mr. Stevenson. "There is a prison in here somewhere. That's where the League should be. I'm guessing it will more or less find us. The Phantom Zone is a strange place by all accounts and the prison is the only "real" place within it. It might just draw us to it."

They began traveling. Since there was no ground to speak of, Blue carried Red X and Static had Mr. Stevenson on his disc.

"So what does this prison hold?" asked Red X  
"Kryptonians," replied Mr. Stevenson.

"Seriously?" asked Static, looking behind him at Mr. Stevenson, who nodded.

"Great…" said Blue Beetle.

They found the prison relatively quickly. "Six hours of searching. That was somewhat more than I expected," said Mr. Stevenson. The others groaned.

As they came upon it they saw a fight going. It appeared to be the entire prison population against the Justice League and other heroes who were protecting the civilians and everyone else.

"Blue, form an energy emitter. Low levels of kryptonite radiation," said Mr. Stevenson, eyeing the battle.

"On it." A weapon formed, fusing Blue Beetle's arms together. He systematically leveled the playing field of the prisoners.

The entire party descended. Kyle Rayner flew up to meet them. "How'd you guys get here? Late additions?"

"We came in on our own accord to rescue you, although, I had not accounted for the civilians and the inmates. We may need to leave some heroes here to stop them," answered Mr. Stevenson.

By this point they had reached the rest of the heroes. "You're late," said Batman.

"My apologies," said Mr. Stevenson.

"What's it like on the other side?" asked Batman.

Mr. Stevenson stood at attention. "Brainiac is still downloading the earth's data. Lobo was distracting him the last I knew of. Mr. Wraith, Stargirl, Raven, and Shift, with hopefully a group of Kandorians have gone to destroy or distract him until we arrive."

"I'm right here, you posers," said a voice from the back of the group. Lobo came shoving his way to the front. "That microchip sent me here a couple hours back. I've been stuck with these losers ever since."

"What of Galactus?" Batman ignored Lobo.

"There has been no information on him. He seems to be waiting for Brainiac to finish his download."

"And then he'll devour the planet."

"So it would seem."

"Did you and Wraith come up with anything?"

"Our only idea so far has been to use the magic heavy hitters of the JLA to banish him from this dimension. Brainiac is a minor problem in comparison, although, some method is going to be needed to nullify his Phantom Zone technology."

"Hmm…" Batman looked at Blue Beetle. "You used your Reach tech to get them in here?" Blue nodded. "I assume with a crystal from the emitter in Star Labs.?" Blue nodded again. "Good. Open a portal back up. We're going home." He pointed to Static. "You keep him powered up so that anyone else who gets teleported here can come back right away." He pointed to Red X and Mr. Stevenson. "I'm afraid you two won't be of much use in space. Stay here and protect the civilians." He turned to the rest of the heroes. "Anyone who can't handle space is also staying here. Black Canary, Ollie, and Wild Cat, you're in charge. Everyone else with me."

Blue opened the portal and the heroes poured through. Red X turned to Mr. Stevenson. "And Batman gets to go why? He can't make it in space."

"Because he's Batman." Mr. Stevenson walked over to one of the Kryptonians who was beginning to stir. He drew his sword and placed his fought on the man's back. "I suggest you stay down."

Dr. Fate erected a shield around the portal exit. Batman stood next to him surveying the scene. The Kandorians were doing pretty well. They were new to their powers and not quite as strong as Superman yet, but they were doing decently. Still, Brainiac would overwhelm them if nothing was done.

Batman called into his comlink. "Kal, go support the Kandorians. Kyle Raynar, get their wounded out of the way. Hal Jordan, Dianna, Martian Manhunter, Starfire, Supergirl, John Stewart, Donna Troy, and Guy Gardner, I want you to start a new battle line opposite of the Kandorian line. Any magic users come to me."

Soon Batman had gathered Dr. Fate, Zatanna, the Phantom Stranger, Doctor Occult, Raven, Shift, Tempest, and Aquaman. Using their energies Dr. Fate began to weave a spell to cast out Galactus.

"How long?" asked Batman, as he observed the fight below.

"This is a complicated spell," said Dr. Fate.

"How long?" asked Batman, giving Fate a look.

"Fifteen minutes, perhaps less."

There was a flash in the distance. Most of the Kandorians were now floating, unconscious. Galactus had come.

"Make it less," said Batman. He paused to think. He touched his comlink. "I want all of the people with powerful range attack to hit Galactus. Stay spread out, but focus your attacks on one area. Don't let him take groups of you out at once. Everyone else hit Brainiac's main ship."

They moved to comply with his orders. The group attacking Galactus focused their attack on his left eye, but it didn't seem to be having any affect. Meanwhile he was blasting them with speed and efficiency. Their numbers were dwindling.

Brainiac wasn't fairing as well as Galactus. The heroes were pummeling his ship. He had quickly learned that teleporting them away was useless, so he resolved to blast them with energy weapons. But even so his forces had been severely weakened by the battle before Galactus joined in. His ship was beginning to fall apart.

Wraith was throwing Brainiac's ships at Galactus. "Batman, this doesn't seem to be working." He watched as a ship the size of a four story building collided with the behemoth and then exploded. "Any other ideas?"

"It's not done yet. Delay him." Batman's response was curt.

Wraith turned off the comlink. "Alright. Let's exert some internal pressure." Wraith flew towards Galactus head, dodging his attacks. He reached out with his hands and griped as hard as he could. Galactus twitched. "That's it?!" screamed Wraith from the exertion. He pushed himself harder. Galactus shrugged and turned towards Wraith. "Swell…" An energy beam came shooting at him from the devourer's finger.

The blast stopped centimeters from Wraith's face. "You're welcome," said Stargirl over the comlink. "You've got his attention. Can you do something with it?"

"I can try…" Wraith took a deep breath, and pushed for all he was worth. Galactus' brow furrowed. Wraith's chest was heaving. "That's…that's all I've got."

"Congratulations bug. You actually managed to hurt me, albeit to the effect of less than a paper cut." He raised his hand. "No you will die."

Wraith raised his own telekinetic shield around him and Stargirl. She boosted it with her staff. Suddenly, Galactus was hit by a large yellow beam emanating from the magic users. He began to dissolve from where the beam hit on his torso and going towards his extremities. "That only works once, vermin." He began to rematerialize.

"Now what?" asked Zatanna. But Batman had his eyes closed in concentration.

Galactus was now fully restored. He almost smiled as he fired a blast at Wraith and Stargirl. Wraith had the sensation of his shield being overwhelmed and then nothing. He had closed his eyes. When he reopened them he saw a giant hand covered in a green glove.

"Galactus, you will not be allowed to slack your hunger here. Return to your own dimension. Perhaps there are some unpopulated planets to eat there."

"Who are you, that you think you can order me?" Galactus thundered.

"I am the Spectre, the servant of the Living GOD." Galactus' voice was powerful, but the Spectre's was like power incarnate. "And you will leave, or suffer His Vengeance!"

Galactus raised a hand to blast the Spectre, but before he could even fire the Spectre hit him. Chunks of Galactus' armor fell off. He groaned aloud in pain. All the heroes around Galactus pulled back. "Leave now, while you still can. This is your final warning."

Galactus' face hardened, but then he bowed his head and disappeared. The heroes finished mopping up what was left of Brainiac's forces. Scans were made to insure that none of his technology survived. The civilians were brought out of the Phantom Zone and placed back on earth.

"There's still something I don't understand," said Shift. "Why didn't Galactus kill any of us? Why leave us alive?"

"Because living matter provides him with more energy than dead matter," answered Wraith.

"And what about the Spectre?" asked Blue Beetle. "Why did he all of a sudden show up now, and not earlier?"

"Because I asked him to," said Batman walking up, "or more accurately, I asked God for help. He gave us just what we needed, precisely when we needed it."


End file.
